Common use of BACKGROUND INFORMATION & RECITALS Clause in Contracts

BACKGROUND INFORMATION & RECITALS. 3.1 9908 New Town LLC is the fee simple owner of Tract 1A on the Effective Date and evidences its consent to entry into this Agreement by execution hereof. Developer is the sole manager and member of 9908 New Town LLC. Tract 1A is located within the corporate limits of the Village. 3.2 Tract 1A is zoned MHD-CO pursuant to Village of ▇▇▇▇▇▇ Conditional Rezoning Case No. CZ 2023-1 and associated rezoning site plan approved by the Village Council on August 31, 2023 (“Original Master Plan”). To facilitate development of Tract 1A, Developer and Village entered into a Development Agreement dated September 28, 2023 and recorded in Deed Book 8788, Page 720 of the Union County Public Registry (“Original Development Agreement”). 3.3 Owner is the fee simple owner of Tract 2 on the Effective Date and enters into this Agreement by execution hereof. Tract 2 is located within the corporate limits of the Village. Developer has an ownership interest in Tract 1B by virtue of having entered into a “Purchase and Sale Agreement” with the Owner and will become fee simple owner of Tract 1B upon closing on the purchase agreement. Owner will retain fee simple ownership of New Tract 2. The Property is located within the corporate limits of the Village 3.4 Tract 2 is zoned Single Family Residential-1 (“SFR-1”). Developer desires to expand its previously approved project and develop a commercial project on the Property as generally described in the Master Plan (the “Project”). Owner desires to develop New Tract 2 for commercial use in a manner consistent with, and complementary to, other uses and buildings developed on the Property. To permit Development of the Property for the Project, the Conditional Rezoning must be approved by the Village Council. 3.5 The purpose of this Agreement is to facilitate the Development (as defined herein) of the Property in a way that best realizes the benefits to the Parties. 3.6 The Development of the Property requires a major investment by the Developer and substantial commitment of resources to achieve the benefits of the Development for the Parties. The Developer will be unable to make and realize the benefits from such commitments without the assurances of the Village and Owner as provided by this Agreement. 3.7 The ▇▇▇▇▇▇ Heritage District Small Area Plan (the “Small Area Plan”) was adopted by the Village of ▇▇▇▇▇▇ Village Council (“Village Council”) on December 14, 2021 and amended on May 14, 2024. The Small Area Plan describes as a principle goal the fostering of a village center that “pays tribute to our rural heritage, incorporates pedestrian oriented design, neighborhood uses and inter-connected greenways” Other goals include the establishment of a Municipal Service District for the Heritage District “to create revenue to use funds for certain installation and maintenance of infrastructure and amenities in the ▇▇▇▇▇▇ Heritage District”. 3.8 The associated Future Land Use Map to the Small Area Plan envisions use of the Property for Commercial Only purposes. 3.9 Without this Agreement, the Village will not be able to properly assure the provision of an efficient, effective, and practical overall plan for addressing the Development of the Property, including the protection of the existing structure, natural resources, the provision of open space and parkland, and commitments with respect to transit, greenways, multi‐ use paths, sidewalks, and road and other infrastructure improvements, as applicable. 3.10 After careful review and deliberation, the Village has determined and concluded that the above described Project on the Property complies with all statutory requirements and Current Regulations (unless otherwise provided herein), is consistent with the Small Area Plan and other adopted Village policies and that it is reasonable and in the public interest as the Project would further the Village’s land use policies and objectives, as well as the health, safety and economic wellbeing of the Village. 3.11 The Village has also determined that development of Property for the Project presents a unique opportunity for the Village to secure quality planning and growth.

BACKGROUND INFORMATION & RECITALS. 3.1 9908 New Town LLC is the fee simple owner of Tract 1A on the Effective Date and evidences its consent to entry into this Agreement by execution hereof. Developer is the sole manager and member of 9908 New Town LLC. Tract 1A is located within the corporate limits of the Village. 3.2 Tract 1A is zoned MHD-CO pursuant to Village of ▇▇▇▇▇▇ Conditional Rezoning Case No. CZ 2023-1 and associated rezoning site plan approved by the Village Council on August 31, 2023 (“Original Master Plan”)2023. To facilitate development of Tract 1A, Developer and Village entered into a Development Agreement dated September 28, 2023 and recorded in Deed Book 8788, Page 720 of the Union County Public Registry (“Original Development Agreement”)Registry. 3.3 Owner is the fee simple owner of Tract 2 on the Effective Date and enters into this Agreement by execution hereof. Tract 2 is located within the corporate limits of the Village. Developer has an ownership interest in Tract 1B by virtue of having entered into a “Purchase and Sale Agreement” with the Owner and will become fee simple owner of Tract 1B upon closing on the purchase agreement. Owner will retain fee simple ownership of New Tract 2. The Property is located within the corporate limits of the Village 3.4 Tract 2 is zoned Single Family Residential-1 (“SFR-1”). Developer desires to expand its previously approved project and develop a commercial project on the Property as generally described in the Master Plan (the “Project”). Owner desires to develop New Tract 2 for commercial use in a manner consistent with, and complementary to, other uses and buildings developed on the Property. To permit Development of the Property for the Project, the Conditional Rezoning must be approved by the Village Council. 3.5 The purpose of this Agreement is to facilitate the Development (as defined herein) of the Property in a way that best realizes the benefits to the Parties. 3.6 The Development of the Property requires a major investment by the Developer and substantial commitment of resources to achieve the benefits of the Development for the Parties. The Developer will be unable to make and realize the benefits from such commitments without the assurances of the Village and Owner as provided by this Agreement. 3.7 The ▇▇▇▇▇▇ Heritage District Small Area Plan (the “Small Area Plan”) was adopted by the Village of ▇▇▇▇▇▇ Village Council (“Village Council”) on December 14, 2021 and amended on May 14, 2024. The Small Area Plan describes as a principle goal the fostering of a village center that “pays tribute to our rural heritage, incorporates pedestrian oriented design, neighborhood uses and inter-connected greenways” Other goals include the establishment of a Municipal Service District for the Heritage District “to create revenue to use funds for certain installation and maintenance of infrastructure and amenities in the ▇▇▇▇▇▇ Heritage District”. 3.8 The associated Future Land Use Map to the Small Area Plan envisions use of the Property for Commercial Only purposes. 3.9 Without this Agreement, the Village will not be able to properly assure the provision of an efficient, effective, and practical overall plan for addressing the Development of the Property, including the protection of the existing structure, natural resources, the provision of open space and parkland, and commitments with respect to transit, greenways, multi‐ use paths, sidewalks, and road and other infrastructure improvements, as applicable. 3.10 After careful review and deliberation, the Village has determined and concluded that the above described Project on the Property complies with all statutory requirements and Current Regulations (unless otherwise provided herein), is consistent with the Small Area Plan and other adopted Village policies and that it is reasonable and in the public interest as the Project would further the Village’s land use policies and objectives, as well as the health, safety and economic wellbeing of the Village. 3.11 The Village has also determined that development of Property for the Project presents a unique opportunity for the Village to secure quality planning and growth.

BACKGROUND INFORMATION & RECITALS. 3.1 9908 New Town LLC is the fee simple owner of Tract 1A on the Effective Date and evidences its consent to entry into this Agreement by execution hereof. Developer is the sole manager and member of 9908 New Town LLC. Tract 1A is located within the corporate limits of the Village. 3.2 Tract 1A is zoned MHD-CO pursuant to Village of ▇▇▇▇▇▇ Conditional Rezoning Case No. CZ 2023-1 and associated rezoning site plan approved by the Village Council on August 31, 2023 (“Original Master Plan”). To facilitate development of Tract 1A, Developer and Village entered into a Development Agreement dated September 28, 2023 and recorded in Deed Book 8788, Page 720 of the Union County Public Registry (“Original Development Agreement”). 3.3 Owner is the fee simple owner of Tract 2 on the Effective Date and enters into this Agreement by execution hereof. Tract 2 is located within the corporate limits of the Village. Developer has an ownership interest in Tract 1B by virtue of having entered into a “Purchase and Sale Agreement” with the Owner and will become fee simple owner of Tract 1B upon closing on the purchase agreement. Owner will retain fee simple ownership of New Tract 2. The Property is located within the corporate limits of the Village 3.4 Tract 2 is zoned Single Family Residential-1 (“SFR-1”). Developer desires to expand its previously approved project and develop a commercial project on the Property as generally described in the Master Plan (the “Project”). Owner desires to develop New Tract 2 for commercial use in a manner consistent with, and complementary to, other uses and buildings developed on the Property. To permit Development of the Property for the Project, the Conditional Rezoning must be approved by the Village Council. 3.5 The purpose of this Agreement is to facilitate the Development (as defined herein) of the Property in a way that best realizes the benefits to the Parties. 3.6 The Development of the Property requires a major investment by the Developer and substantial commitment of resources to achieve the benefits of the Development for the Parties. The Developer will be unable to make and realize the benefits from such commitments without the assurances of the Village and Owner as provided by this Agreement. 3.7 The ▇▇▇▇▇▇ Heritage District Small Area Plan (the “Small Area Plan”) was adopted by the Village of ▇▇▇▇▇▇ Village Council (“Village Council”) on December 14, 2021 and amended on May 14, 2024. The Small Area Plan describes as a principle goal the fostering of a village center that “pays tribute to our rural heritage, incorporates pedestrian oriented design, neighborhood uses and inter-connected greenways” Other goals include the establishment of a Municipal Service District for the Heritage District “to create revenue to use funds for certain installation and maintenance of infrastructure and amenities in the ▇▇▇▇▇▇ Heritage District”. 3.8 The associated Future Land Use Map to the Small Area Plan envisions use of the Property for Commercial Only purposes. 3.9 Without this Agreement, the Village will not be able to properly assure the provision of an efficient, effective, and practical overall plan for addressing the Development of the Property, including the protection of the existing structure, natural resources, the provision of open space and parkland, and commitments with respect to transit, greenways, multi‐ use multi‐use paths, sidewalks, and road and other infrastructure improvements, as applicable. 3.10 After careful review and deliberation, the Village has determined and concluded that the above described Project on the Property complies with all statutory requirements and Current Regulations (unless otherwise provided herein), is consistent with the Small Area Plan and other adopted Village policies and that it is reasonable and in the public interest as the Project would further the Village’s land use policies and objectives, as well as the health, safety and economic wellbeing of the Village. 3.11 The Village has also determined that development of Property for the Project presents a unique opportunity for the Village to secure quality planning and growth.